HealthSouth to fund activist proxy fights

By IBT Staff Reporter On 10/26/09 AT 9:16 AM

HealthSouth Corp , the hospital operator that overhauled management after an 2003 accounting scandal, said on Monday that it would reimburse activist investors for costs to mount campaigns to install directors.

The Birmingham, Alabama-based company announced the change as the U.S. Securities and Exchange Commission considers ways to make it easier for investors to nominate directors and challenge managements' own board slates.

HealthSouth said it would reimburse shareholders for reasonable expenses for campaigns to win board seats, which for outsiders can cost hundreds of thousands of dollars.

The company also said its board had approved a clawback policy that, starting in 2010, would let it recoup bonuses or incentive pay from senior executives who commit misconduct.

According to the Wall Street Journal, the bylaw change will partly cover proxy costs for candidates gaining at least 40 percent of votes cast.

Final board approval of bylaw changes is expected this week, HealthSouth said.

HealthSouth nearly collapsed after the revelation that it overstated revenue by at least $2.6 billion from 1996 to 2002.

In June, an Alabama state judge ordered former Chief Executive Officer Richard Scrushy to pay $2.9 billion for his responsibility in the accounting fraud. Scrushy had been acquitted of criminal charges in the case in 2005, but was serving a seven-year prison term for bribery.

This month, the SEC said it would wait until 2010 to vote on changes to proxy access, according to published reports.

Its proposal would let investors who own 1 percent of a company with a $700 million or larger market value to nominate directors in proxy materials. Investors in midsize companies would need to own 3 percent and small companies 5 percent.

HealthSouth shares closed Friday at $15.93 on the New York Stock Exchange.

(Reporting by Jonathan Stempel in New York and Sakthi Prasad in Bangalore; Editing by Valerie Lee and Lisa Von Ahn)